seperate legal personality

The explaination of the concepts of seprate legal personality and a disussion on the extent to which courts can peirce the veil of incorpertation.

A company that has a perpetual succession is known as a sperate legal personality, which means that a corperation can continue to exsist without having to transfer its property over with every change of ownershipso it can manage its affairs easier.Its extisatnce ends whenthe company is liquidated where its assets are sold and depts are settled before any left overs can be distributed to its shareholders this is in accourdance with the companies act.Thus the existance of a company can legaly outlast its directors and shareholders which in turrn means independant ecxistaance under the law as one of the main adavanges of being a in a company structure is thzat there is limited liability where it comes to members and the separate legal personality. This power was conferred by the companies act 1844 howeveer not until 1855 was the limited liabilty act passed so that depts of the company remain seperate from its owners.

independent existence under the law, especially in the context of a company being separate and distinct from its owners One of the main advantages of the company structure is the limitation of liability that the separate legal personality gives to the members.

The separate legal entity forms the basis for limited liability of shareholders. Shareholders' liability is limited to the nominal value (=the value assigned to a share as of the time shares are issued) of the shares allotted to them. Separate legal personality means that a company has perpetual succession (=the quality which allows a corporation to continue in existence and manage its affairs over time without having to...

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...The incorporation of a company is an artificial person which exists as a separate legalpersonality. This separate personality means that the company is separate and distinct from its participants. The company needs to be treated like “any other independent person” with rights and liabilities, even if it is owned and managed by one man. It is capable of holding its own property and may sue or being sued in its own name. The company has perpetual succession which implies that it is able to carry on living regardless of death, insolvency or disagreement of a shareholder.
The case of Salomon v Salomon &amp;Co Ltd [1897] had significant impact in Company law, as it firmly established the principle of “Separate legalpersonality”. In this case the Court of Appeal initially considered the company was simply an agent of Salomon, in order to allow him continue like before but with limited liability. This was contrary to the meaning of the Companies Act 1862, and so he should be liable for its debts. However, the House of Lords later overturned this decision. They held that the company was fully registered and constituted. Lord MacNaghten stated that “Though after incorporation the business may be the same as it was before, and the same persons are managers, and the same hands receive the profits, the company is not in law the agent of the subscribers or trustee for them. Nor are the subscribers as members...

...Question 1
A corporation is a separate legal entity from its owners. The principle of separate legal entity is a fundamental of company law, and is demonstrated by SS119 and 124 of the Corporations Act. In other words, if a corporation, in the course of doing business, is involved in any legal action, then the corporation, for legal purposes, is its own person. The corporation is liable for its debts, not the members; members do not have the proprietary interest in the company assets. This is how corporations may sue and be sued, and their assets are tracked separately. If a corporation is sued, then the owners will not have their personal belongings at risk unless those belongings were purchased with illegal returns from the corporation.
From 1897, The Salomon’s Case (1897) AC 22 was authority for the legal principle that an incorporated company is a separate legal entity from its founder, shareholders, directors and agents. The court in this case held that the company is legally incorporated it must be treated like any other independent person with its rights and liabilities appropriate to itself. From this case, many legal ramifications has been put forward: distinction between private and company debts, distinction between private and company assets and the company can contract with its members and be liable in tort to a member. In addition, a company has the power to...

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TABLE OF CONTENTS
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Chapter 3 #
Section 3.1 #
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Section 3.3 #
INTRODUCTION
This report covers the separation of legalpersonality and the lifting of the corporate veil from the cases of Salomon v A Salomon co ltd (1897), Catherine lee v Lee’s Air farming ltd (1960). Salomon v Salomon was the first principle case of its kind and its principle was that a limited company is a separate legal entity, in catherine lee v lee this case was reaffirmed, and Gilford Motors v Horne was the first law case to ‘pierce the corporate veil’.
WHAT IS THE PRINCIPLE OF separate CORPORATE PERSONALITY?
There are 3 types of ownership generally speaking in the law context. There are sole traders, partnerships and companies.
Sole traders are the sole owners to a business entity in which there is no legal distinction between the business and the owner. The owner receives all profits and is responsible for its debts as well.
A partnership is when 2 or more parties agree to advance their interests. There are 2 types of partnership, which are the general partners and limited partners. General partners are liable for all debts and obligations whereas the limited partners contribute working capital and are not liable for the debts of the business entity.
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...﻿Personality
Instructions:
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...The main issue in the question� entails a discussion relates to corporate entity or personality. As noted a key feature of the company is that is a legal person with a separate existence from the company's members� or its directors. It is an artificial person in the eye of law that exist independently and separate from any other entity associated with the company. As a consequences a company can enter into contracts with its own shareholders� and own property in its own right. Beside that, a company can sue and be sued and taxed in its own name� and it can hold its own property and is actually liable for its own debts. This idea refers to the fact that the shareholders hold limited liability, and therefore, is not liable for the debts that belong to the company.
The decision of House of Lord's in the case of Salomon V A Salomon & Co Ltd�, which now referred to as the 'Salomon' principle established this principal of separate identity of the company�.
Aron Salomon and his boot and shoe business have done for company law what Mrs. Carlill and her smoke ball done for the law of contract and what Mrs. Donoghue and her adulterated ginger beer done for the law of tort.
The case of Salomon� is a case, which puts in a good view of how corporate personality and limited liability� closely connected to each other. In the case of Salomon�, because of the formation of a new company Mr. Salomon was no longer liable for the debts of the...

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...﻿Corporate (with a) Personality
Author of this document: Rajat Pasrija
This response paper is basically about aspects of Corporate Personality with focus on two cases i.e. “Salomon v Salomon & Co.(1897)” and “Prest v Petrodel Resources Ltd and Others” which are heavily dependent on the fact that a company is a separate legal entity and is treated as an artificial person and along with “Limited Liability” of members providing them with a sense of security. Corporate Veil, which separates Company from its members/shareholders, also plays a major role in giving the final judgement in these two cases.
Incorporation of a Company :
Incorporation of a company requires following three documents:
Memorandum of Association
Articles of Association (for Unlimited Companies ,Companies ltd by guarantee and private companies)
The agreement, if any, with company’s Managing Director
Memorandum of Association(MoA):
MOA creates a virtual boundary for the company and its members which can’t be crossed and defines certain set of rules which cannot be violated i.e. “Doctrine of Ultravires”. If any such act is performed, it stands “void-ab-initio” For performing something which is not mentioned in MoA, there has to be a proper procedure followed like a special resolution needs to be passed and then they can amend MoA. Its clauses include Name Clause, Registered Office Clause, Objects Clause,...